$1,500,000, % Subordinated Notes due 2027 Interest payable April 1 and October 1 Issue price: %

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1 Prospectus Supplement (To Prospectus dated October 11, 2013) $1,500,000, % Subordinated Notes due 2027 Interest payable April 1 and October 1 Issue price: % The subordinated notes will mature on October 1, Interest on the subordinated notes will accrue from September 25, We cannot redeem the subordinated notes prior to their maturity. There is no sinking fund for the subordinated notes. The subordinated notes are unsecured, and they rank junior to our Senior Indebtedness (defined herein). Holders of the subordinated notes may not accelerate the maturity of the subordinated notes, except upon our bankruptcy, reorganization or insolvency. The subordinated notes are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the subordinated notes or determined that this prospectus supplement or the attached prospectus is accurate or complete. Any representation to the contrary is a criminal offense. Price to Public Underwriting Discounts Proceeds to Us Per Subordinated Note % 0.450% % Total $1,494,825,000 $6,750,000 $1,488,075,000 The subordinated notes will not be listed on any securities exchange. Currently, there is no public trading market for the subordinated notes. We expect to deliver the subordinated notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear and Clearstream, on or about September 25, Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in connection with offers and sales of the subordinated notes in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale. J.P. Morgan September 23, 2015

2 In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus supplement and the attached prospectus. We have not authorized anyone to provide you with any other information. If you receive any information not authorized by us, you should not rely on it. We are offering to sell the subordinated notes only in places where sales are permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement or the attached prospectus is accurate as of any date other than its respective date. TABLE OF CONTENTS Page Prospectus Supplement JPMorgan Chase & Co.... S-3 Where You Can Find More Information About JPMorgan Chase... S-3 Use of Proceeds... S-4 Consolidated Ratio of Earnings to Fixed Charges... S-4 Description of the Subordinated Notes... S-5 Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons... S-8 Certain ERISA Matters... S-10 Underwriting... S-12 Conflicts of Interest... S-14 Independent Registered Public Accounting Firm... S-15 Legal Opinions... S-15 Page Prospectus Summary... 2 Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements... 6 Where You Can Find More Information About JPMorgan Chase... 7 Important Factors That May Affect Future Results... 8 Use of Proceeds Description of Debt Securities Description of Preferred Stock Description of Depositary Shares Description of Common Stock Description of Securities Warrants Description of Currency Warrants Description of Units Book-Entry Issuance Plan of Distribution (Conflicts of Interest) Independent Registered Public Accounting Firm Legal Opinions S-2

3 JPMORGAN CHASE & CO. JPMorgan Chase & Co., which we refer to as JPMorgan Chase, we or us, is a leading global financial services firm and one of the largest banking institutions in the United States, with operations worldwide. JPMorgan Chase had $2.4 trillion in assets and $241.2 billion in total stockholders equity as of June 30, JPMorgan Chase is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, JPMorgan Chase serves millions of customers in the U.S. and many of the world s most prominent corporate, institutional and government clients. JPMorgan Chase is a financial holding company and was incorporated under Delaware law on October 28, JPMorgan Chase s principal bank subsidiaries are JPMorgan Chase Bank, National Association, a national bank with branches in 23 states, and Chase Bank USA, National Association, a national bank that is JPMorgan Chase s credit card issuing bank. JPMorgan Chase s principal nonbank subsidiary is J.P. Morgan Securities LLC, our U.S. investment banking firm. One of JPMorgan Chase s principal operating subsidiaries in the United Kingdom is J.P. Morgan Securities plc, a subsidiary of JPMorgan Chase Bank, N.A. The principal executive office of JPMorgan Chase is located at 270 Park Avenue, New York, New York , U.S.A., and its telephone number is (212) WHERE YOU CAN FIND MORE INFORMATION ABOUT JPMORGAN CHASE We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the SEC ). Our SEC filings are available to the public on the website maintained by the SEC at Our filings can also be inspected and printed or copied, for a fee, at the SEC s public reference room, 100 F Street, N.E., Washington, D.C Please call the SEC at SEC-0330 for further information on their public reference room. Such documents, reports and information are also available on our website at Information on our website does not constitute part of this prospectus supplement or the accompanying prospectus. The SEC allows us to incorporate by reference into this prospectus supplement and the accompanying prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference (i) the documents listed below and (ii) any future filings we make with the SEC after the date of this prospectus supplement under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed, other than, in each case, those documents or the portions of those documents which are furnished and not filed: (a) Our Annual Report on Form 10-K for the year ended December 31, 2014; (b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015; and S-3

4 (c) Our Current Reports on Form 8-K filed on January 2, 2015, January 14, 2015, January 23, 2015, February 12, 2015, February 17, 2015, February 27, 2015, March 6, 2015, March 11, 2015, March 20, 2015, March 24, 2015, April 1, 2015, April 3, 2015, April 14, 2015, April 21, 2015, May 6, 2015, May 14, 2015, May 20, 2015, May 22, 2015, May 29, 2015, June 4, 2015, June 16, 2015, June 23, 2015, July 1, 2015, July 14, 2015, July 21, 2015, July 29, 2015 and August 5, You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address: Office of the Secretary JPMorgan Chase & Co. 270 Park Avenue New York, New York USE OF PROCEEDS We will use the net proceeds we receive from the sale of the subordinated notes offered by this prospectus supplement for general corporate purposes. General corporate purposes may include the repayment of debt, investments in or extensions of credit to our subsidiaries, redemption of our securities or the financing of possible acquisitions or business expansion. We may invest the net proceeds temporarily or apply them to repay debt until we are ready to use them for their stated purpose. CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES Our consolidated ratios of earnings to fixed charges are as follows: Six Months Ended Year Ended December 31, (1) June 30, Earnings to Fixed Charges: Excluding Interest on Deposits Including Interest on Deposits (1) The ratios for the years ended December 31, 2010 through 2014 do not reflect JPMorgan Chase s adoption, effective January 1, 2015, of new accounting guidance for investments in affordable housing projects that qualify for the low-income housing tax credit. For additional information, see our Current Report on Form 8-K dated April 14, 2015 which is incorporated by reference into this prospectus supplement. For purposes of computing the above ratios, earnings represent net income from continuing operations plus total taxes based on income and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits), one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. Fixed charges, including interest on deposits, include all interest expense, one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. S-4

5 DESCRIPTION OF THE SUBORDINATED NOTES The following description of the particular terms of our 4.250% Subordinated Notes due 2027, which we refer to as the subordinated notes, supplements and amends the description of the general terms of the subordinated debt securities set forth under the headings Description of Debt Securities General and Description of Debt Securities Subordinated Debt Securities in the attached prospectus. Capitalized terms used but not defined in this prospectus supplement have the meanings assigned in the attached prospectus or the subordinated indenture referred to below. The subordinated notes offered by this prospectus supplement will be issued under the subordinated indenture, dated as of March 14, 2014, between us and U.S. Bank Trust National Association, which we refer to as the subordinated indenture. A copy of the subordinated indenture has been filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 14, The subordinated notes will be initially limited to $1,500,000,000 aggregate principal amount and will mature on October 1, The subordinated notes are a series of subordinated debt securities referred to in the attached prospectus. We have the right to issue additional subordinated notes of such series in the future. Any such additional subordinated notes will have the same terms as the subordinated notes being offered by this prospectus supplement but may be offered at a different offering price or have a different initial interest payment date than the subordinated notes being offered by this prospectus supplement. If issued, these additional subordinated notes will become part of the same series as the subordinated notes being offered by this prospectus supplement. We will make all principal and interest payments on the subordinated notes in immediately available funds. All sales of the subordinated notes, including secondary market sales, will settle in immediately available funds. The subordinated notes will bear interest at the annual rate of 4.250%. Interest on the subordinated notes will accrue from September 25, We will pay interest on the subordinated notes semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, We refer to these dates as interest payment dates. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest will be paid to the persons in whose names the subordinated notes are registered at the close of business on the second business day preceding each interest payment date. In the event that any interest payment date for the subordinated notes or the stated maturity of the subordinated notes falls on a day that is not a business day, the payment due on that date will be paid on the next day that is a business day, with the same force and effect as if made on that payment date and without any interest or other payment with respect to the delay. For purposes of this prospectus supplement, a business day is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York and London. The subordinated notes will mature on October 1, The amount payable at maturity will be 100% of the principal amount of the subordinated notes, plus accrued interest to, but excluding, the maturity date. We cannot redeem the subordinated notes prior to their maturity. No sinking fund is provided for the subordinated notes. The subordinated notes are subordinate and junior in right of payment to all Senior Indebtedness as described under Subordination below. As of December 31, 2014, on a non-consolidated basis, JPMorgan Chase & Co. had outstanding approximately $200.6 billion of senior long-term debt and other borrowed funds, primarily commercial paper. Senior Indebtedness also includes similar obligations arising from off-balance sheet guarantees and direct credit substitutes and obligations for claims in respect of derivative products, which are not included in such amount. The subordinated notes are not secured, are not guaranteed by us or any of our affiliates and are not subject to any other arrangement that legally or economically enhances the ranking of the subordinated notes in relation to more senior claims. S-5

6 Holders of the subordinated notes may not accelerate the maturity of the subordinated notes, except in the event of our bankruptcy, reorganization or insolvency. Holders may not accelerate the maturity of the subordinated notes if we fail to pay interest or fail to perform any other agreement in the subordinated notes or subordinated indenture. See Description of Debt Securities Subordinated Debt Securities Defaults and Waivers in the attached prospectus. The subordinated notes will be issued in denominations of $2,000 and larger integral multiples of $1,000. The subordinated notes will be represented by one or more permanent global subordinated notes registered in the name of DTC or its nominee, as described under Book-Entry Issuance in the attached prospectus. Investors may elect to hold interests in the subordinated notes outside the United States through Clearstream Banking, Société Anonyme ( Clearstream ) or Euroclear Bank S.A./N.V., as operator of Euroclear System ( Euroclear ), if they are participants in those systems, or indirectly through organizations that are participants in those systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers securities accounts in Clearstream s and Euroclear s names on the books of their respective depositaries. Those depositaries will in turn hold those interests in customers securities accounts in the depositaries names on the books of DTC. Subordination The subordinated notes will be subordinate and junior in right of payment to all Senior Indebtedness, whether outstanding on the date the subordinated indenture became effective or created, assumed or incurred after that date. The subordinated indenture defines Senior Indebtedness to mean the principal of, and premium, if any, and interest on: (1) all of our indebtedness for money borrowed, including all indebtedness for money borrowed by another person that we guarantee; (2) similar obligations arising from off-balance sheet guarantees and direct credit substitutes; (3) all obligations for claims in respect of derivative products such as interest rate and foreign exchange contracts, commodity contracts and similar arrangements; and (4) any deferrals, renewals or extensions of any of the foregoing. However, Senior Indebtedness does not include indebtedness that is stated not to be senior to or to have the same rank as the subordinated notes or other securities having the same rank as or that are subordinated to the subordinated notes. In particular, Senior Indebtedness does not include (A) the subordinated notes issued under the subordinated indenture, (B) the subordinated indebtedness issued under the amended and restated indenture, dated as of December 15, 1992, as amended, between us and U.S. Bank Trust National Association, as trustee, (C) the subordinated indebtedness issued under the indenture, dated as of October 21, 2010, between us and U.S. Bank Trust National Association, as trustee, and (D) other debt of JPMorgan Chase that is expressly stated to have the same rank as or not to rank senior to the subordinated notes or other securities having the same rank as or that are subordinated to the subordinated notes. Under the subordinated indenture, we may not make any payment on the subordinated notes in the event that: we have failed to make full payment of all amounts of principal, and premium, if any, and interest, if any, due on all Senior Indebtedness; or S-6

7 there shall exist any event of default on any Senior Indebtedness permitting the holders thereof to accelerate the maturity thereof or any event which, with notice or lapse of time or both, would become such an event of default. In addition, upon our dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or otherwise), we must pay to the holders of Senior Indebtedness the full amounts of principal of, and premium, if any, and interest, if any, on the Senior Indebtedness before any payment or distribution is made on the subordinated notes. None of our outstanding subordinated indebtedness (other than our junior subordinated indebtedness and our Capital Efficient Notes issued in connection with the issuance of securities by our capital trust subsidiaries) is subordinated to the subordinated notes or any other subordinated indebtedness of JPMorgan Chase referred to above. However, due to the subordination provisions of the various series of subordinated indebtedness issued by us and our predecessor institutions, in the event of a dissolution, winding-up, liquidation, reorganization or insolvency, holders of the subordinated notes may recover less, ratably, than holders of some series of our outstanding subordinated indebtedness and more, ratably, than holders of other series of our outstanding subordinated indebtedness. In addition, holders of the subordinated notes may be fully subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding. S-7

8 CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-UNITED STATES PERSONS The following is a summary of certain United States federal income and estate tax consequences as of the date of this prospectus supplement regarding the purchase, ownership and disposition of the subordinated notes. Except where noted, this summary deals only with subordinated notes that are held as capital assets by a non-united States holder who purchases the subordinated notes upon original issuance at their initial offering price. A non-united States holder means a person (other than a partnership) that is not any of the following for United States federal income tax purposes: an individual citizen or resident of the United States; a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; an estate the income of which is subject to United States federal income taxation regardless of its source; or a trust (1) if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons, as defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, as amended (the Internal Revenue Code ), have the authority to control all of its substantial decisions, or (2) that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. If a partnership holds our subordinated notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our subordinated notes, you should consult your tax advisors. This summary is based upon provisions of the Internal Revenue Code, and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal tax consequences different from those summarized below. This summary does not represent a detailed description of the United States federal tax consequences to you in light of your particular circumstances. In addition, it does not represent a detailed description of the United States federal tax consequences applicable to you if you are subject to special treatment under the United States federal tax laws (including if you are a United States expatriate, partnership or other pass-through entity, controlled foreign corporation or passive foreign investment company ). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary. If you are considering the purchase of subordinated notes, you should consult your own tax advisors concerning the particular United States federal tax consequences to you of the ownership of the subordinated notes, as well as the consequences to you arising under the laws of any other taxing jurisdiction. United States Federal Withholding Tax The 30% United States federal withholding tax will not apply to any payment of interest on the subordinated notes under the portfolio interest rule, provided that: interest paid on the subordinated notes is not effectively connected with your conduct of a trade or business in the United States; you do not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Internal Revenue Code and United States Treasury regulations; S-8

9 you are not a controlled foreign corporation that is related to us through stock ownership; you are not a bank whose receipt of interest on the subordinated notes is described in Section 881(c) (3) (A) of the Internal Revenue Code; and either (a) you provide your name and address on an applicable IRS Form W-8, and certify, under penalties of perjury, that you are not a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code or (b) you hold the subordinated notes through certain foreign intermediaries and satisfy the certification requirements of applicable United States Treasury regulations. Special certification rules apply to certain non-united States holders that are pass-through entities rather than corporations or individuals. If you cannot satisfy the requirements described above, payments of interest made to you will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed: IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) claiming an exemption from, or reduction in, withholding under the benefit of an applicable tax treaty; or IRS Form W-8ECI (or other applicable form) stating that interest paid on the subordinated notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under United States Federal Income Tax ). The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that you realize on the sale, exchange, retirement or other disposition of the subordinated notes. United States Federal Income Tax If you are engaged in a trade or business in the United States and interest on the subordinated notes is effectively connected with the conduct of that trade or business and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment, then you will be subject to United States federal income tax on that interest on a net income basis (although you will be exempt from the 30% United States federal withholding tax, provided certain certification and disclosure requirements discussed above under United States Federal Withholding Tax are satisfied), in the same manner as if you were a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of such interest, subject to adjustments. Any gain realized on the disposition of a subordinated note generally will not be subject to United States federal income tax unless: the gain is effectively connected with your conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment; or you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met. United States Federal Estate Tax Your estate will not be subject to United States federal estate tax on subordinated notes beneficially owned by you at the time of your death, provided that any payment to you on the subordinated notes would be eligible for exemption from the 30% United States federal withholding tax under the portfolio interest rule described above under United States Federal Withholding Tax without regard to the statement requirement in the fifth bullet point of that section. S-9

10 Information Reporting and Backup Withholding Information reporting will generally apply to payments of interest and the amount of tax, if any, withheld with respect to such payments to you. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty. In general, no backup withholding will be required regarding payments that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code, and we have received from you the statement described above in the fifth bullet point under United States Federal Withholding Tax. Information reporting and, depending on the circumstances, backup withholding will be required regarding the proceeds of the sale of a subordinated note made within the United States or conducted through certain United States related financial intermediaries, unless the payor receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code, or you otherwise establish an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service. Additional Withholding Requirements Under Sections 1471 through 1474 of the Internal Revenue Code (such Sections commonly referred to as FATCA ), a 30% United States federal withholding tax may apply to any interest income paid on the subordinated notes and, for a disposition of a subordinated note occurring after December 31, 2018, the gross proceeds from such disposition, in each case paid to (i) a foreign financial institution (as specifically defined in the Internal Revenue Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a non-financial foreign entity (as specifically defined in the Internal Revenue Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If an interest payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under United States Federal Withholding Tax, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax advisors regarding these rules and whether they may be relevant to your ownership and disposition of subordinated notes. CERTAIN ERISA MATTERS The subordinated notes may, subject to certain legal restrictions, be held by (i) an employee benefit plan (as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ( ERISA )), that is subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA, (ii) a plan that is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code, (iii) a plan, account or other arrangement that is subject to provisions under other federal, state, local, non-u.s. or other laws or regulations that are similar to any such provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code ( Similar Laws ) and (iv) an entity whose underlying assets are considered to include plan assets of any such plan, account or arrangement (each of the foregoing described in clauses (i), (ii), (iii) and (iv) being referred S-10

11 to as a Plan ). A fiduciary of any Plan must determine that the purchase, holding and disposition of an interest in the subordinated notes is consistent with its fiduciary duties and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code, or a violation under any applicable Similar Laws. By acceptance of a subordinated note, each purchaser and subsequent transferee of a subordinated note or any interest therein will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the subordinated notes constitutes assets of any Plan or (ii) the acquisition and holding of the subordinated notes by such holder or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a similar violation under any applicable Similar Laws. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring or holding the subordinated notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Internal Revenue Code and any Similar Laws to such investment, and whether an exemption therefrom would be applicable to the acquisition and holding of the subordinated notes. S-11

12 UNDERWRITING We and the underwriters named below have entered into an underwriting agreement relating to the offer and sale of the subordinated notes. In the underwriting agreement, we have agreed to sell to each underwriter severally, and each underwriter has agreed severally to purchase from us, the principal amount of subordinated notes that appears opposite the name of that underwriter below: Underwriter Principal Amount of Subordinated Notes J.P. Morgan Securities LLC... ABN AMRO Securities (USA) LLC... $1,335,000,000 15,000,000 BBVA Securities Inc ,000,000 Danske Markets Inc.... ING Financial Markets LLC... Lloyds Securities Inc.... Natixis Securities Americas LLC... SG Americas Securities, LLC... Standard Chartered Bank... UniCredit Capital Markets LLC... CastleOak Securities, L.P.... Lebenthal & Co., LLC... Loop Capital Markets LLC... Samuel A. Ramirez & Company, Inc ,000,000 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 7,500,000 7,500,000 7,500,000 7,500,000 Total... $1,500,000,000 The obligations of the underwriters under the underwriting agreement, including their agreement to purchase the subordinated notes from us, are several and not joint. Those obligations are also subject to the satisfaction of certain conditions in the underwriting agreement. The underwriters have agreed to purchase all of the subordinated notes if any of them are purchased. The underwriters have advised us that they propose to offer the subordinated notes to the public at the public offering price that appears on the cover page of this prospectus supplement. After the initial public offering, the underwriters may change the public offering price and any other selling terms. In the underwriting agreement, we have agreed that: we will pay our expenses related to this offering, which we estimate will be $100,000; and we will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of Each underwriter has represented to us and agreed with us that it has not made and will not make an offer of the subordinated notes to the public in any member state of the European Economic Area which has implemented the Prospectus Directive (a Relevant Member State ) from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ). However, an underwriter may make an offer of the subordinated notes to the public in that Relevant Member State at any time on or after the Relevant Implementation Date to any legal entity which is a qualified investor as defined in the Prospectus Directive, to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such offer, or in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, in each case, no such offer of the subordinated notes shall result in a requirement for us or any underwriter to S-12

13 publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of the foregoing, the expression an offer of the subordinated notes to the public in relation to any subordinated notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the subordinated notes to be offered so as to enable an investor to decide to purchase or subscribe for the subordinated notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State. There is currently no public trading market for the subordinated notes. In addition, we have not applied and do not intend to apply to list the subordinated notes on any securities exchange or to have the subordinated notes quoted on a quotation system. Certain of the underwriters have advised us that they intend to make a market in the subordinated notes. However, they are not obligated to do so and may discontinue any market-making in the subordinated notes at any time in their sole discretion. Therefore, we cannot assure you that a liquid trading market for the subordinated notes will develop, that you will be able to sell your subordinated notes at a particular time or that the price you receive when you sell your subordinated notes will be favorable. Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in connection with offers and sales of the subordinated notes in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale. In connection with this offering of the subordinated notes, the underwriters may engage in overallotment, stabilizing transactions and syndicate covering transactions in accordance with Regulation M under the Securities Exchange Act of Overallotment involves sales in excess of the offering size, which create a short position for the underwriters. Stabilizing transactions involve bids to purchase the subordinated notes in the open market for the purpose of pegging, fixing or maintaining the price of the subordinated notes. Syndicate covering transactions involve purchases of the subordinated notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price of the subordinated notes to be higher than it would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or syndicate covering transactions, they may discontinue them at any time. Certain of the underwriters engage in transactions with and perform services for us and our subsidiaries in the ordinary course of business. Certain of the underwriters are not U.S. registered broker-dealers, and will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc. ( FINRA ) The underwriting agreement provides that the closing will occur on September 25, 2015, which is less than three business days after the date of this prospectus supplement. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in three business days, unless the parties to a trade expressly agree otherwise. S-13

14 Conflicts of Interest We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities LLC. The underwriting arrangements for this offering comply with the requirements of Rule 5121 of the regulations of FINRA regarding a FINRA member firm s underwriting of securities of an affiliate. In accordance with Rule 5121, J.P. Morgan Securities LLC may not make sales in this offering to any discretionary account without the prior approval of the customer. S-14

15 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The financial statements and management s assessment of the effectiveness of internal control over financial reporting (which is included in Management s Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K of JPMorgan Chase for the year ended December 31, 2014 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. With respect to the unaudited financial information of JPMorgan Chase for the three-month periods ended March 31, 2015 and 2014 and for the three-month and six-month periods ended June 30, 2015 and 2014 incorporated in this prospectus supplement by reference to the Quarterly Report on Form 10-Q of JPMorgan Chase for the quarter ended March 31, 2015 filed with the SEC on May 5, 2015 and the Quarterly Report on Form 10-Q of JPMorgan Chase for the quarter ended June 30, 2015 filed with the SEC on August 3, 2015, respectively, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 5, 2015 and August 3, 2015, also incorporated by reference in this prospectus supplement, state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited financial information because those reports are not a report or a part of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of LEGAL OPINIONS Simpson Thacher & Bartlett LLP, New York, New York, will deliver an opinion for us regarding the validity of the subordinated notes. Cravath, Swaine & Moore LLP, New York, New York, will provide a similar opinion for the underwriters. Cravath, Swaine & Moore LLP has represented and continues to represent us and our subsidiaries in a substantial number of matters on a regular basis. S-15

16 Prospectus Debt Securities Preferred Stock Depositary Shares Common Stock Warrants Units These securities may be offered from time to time, in amounts, on terms and at prices that will be determined at the time they are offered for sale. These terms and prices will be described in more detail in one or more supplements to this prospectus, which will be distributed at the time the securities are offered. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to sell any of the securities unless it is accompanied by a prospectus supplement. The securities may be sold to or through underwriters, through dealers or agents, directly to purchasers or through a combination of these methods. If an offering of securities involves any underwriters, dealers or agents, then the applicable prospectus supplement will name the underwriters, dealers or agents and will provide information regarding any fee, commission or discount arrangements made with those underwriters, dealers or agents. These securities are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. These securities have not been approved by the Securities and Exchange Commission or any state securities commission, nor have these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. This prospectus is dated October 11, 2013

17 TABLE OF CONTENTS Summary... 2 Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements... 6 Where You Can Find More Information About JPMorgan Chase... 7 Important Factors that may Affect Future Results... 8 Use of Proceeds Description of Debt Securities Description of Preferred Stock Description of Depositary Shares Description of Common Stock Description of Securities Warrants Description of Currency Warrants Description of Units Book-Entry Issuance Plan of Distribution Independent Registered Public Accounting Firm.. 38 Legal Opinions

18 SUMMARY This summary highlights selected information from this document and may not contain all of the information that is important to you. To understand the terms of our securities, you should carefully read: this prospectus, which explains the general terms of the securities we may offer; the attached prospectus supplement, which gives the specific terms of the particular securities we are offering and may change or update information in this prospectus; and the documents we have referred you to in Where You Can Find More Information About JPMorgan Chase on page 7 for information about our company and our financial statements. Certain capitalized terms used in this summary are defined elsewhere in this prospectus. JPMorgan Chase & Co. JPMorgan Chase & Co., which we refer to as JPMorgan Chase, we or us, is a financial holding company incorporated under Delaware law in We are a leading global financial services firm and one of the largest banking institutions in the United States, with operations worldwide. JPMorgan Chase had $2.4 trillion in assets and $209.2 billion in total stockholders equity as of June 30, To find out how to obtain more information about us, see Where You Can Find More Information About JPMorgan Chase. Our principal executive offices are located at 270 Park Avenue, New York, New York and our telephone number is (212) debt; preferred stock; depositary shares; common stock; warrants; and units. The Securities We May Offer This prospectus is part of a registration statement (the registration statement ) that we filed with the Securities and Exchange Commission ( SEC ) utilizing a shelf registration process. Under this shelf process, we may offer from time to time an indeterminate amount of any of the following securities: This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also add to, update or change information contained in this prospectus. References to this prospectus or the prospectus supplement also means the information contained in other documents we have filed with the SEC and have referred you to in this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely on the prospectus supplement. You should read this prospectus, the applicable prospectus supplement and the additional information that we refer you to, as discussed under Where You Can Find More Information About JPMorgan Chase. 2

19 Debt Securities We may use this prospectus and an applicable prospectus supplement to offer our unsecured general debt obligations, which may be senior or subordinated. The senior debt securities will have the same rank as all of our other unsecured, unsubordinated debt. The subordinated debt securities will be entitled to payment only after payment on our Senior Indebtedness, which includes the senior debt securities. In addition, under certain circumstances relating to our dissolution, winding-up, liquidation or reorganization, the subordinated debt securities will be entitled to payment only after the payment of claims relating to Additional Senior Obligations. For the definitions of Senior Indebtedness and Additional Senior Obligations, see Description of Debt Securities Subordinated Debt Securities Subordination beginning on page 16 below. New series of senior debt securities will be issued under an indenture between us and Deutsche Bank Trust Company Americas, as trustee. New series of subordinated debt securities will be issued under an indenture between us and U.S. Bank Trust National Association, as trustee. We have summarized below certain general features of the debt securities from the indentures. We encourage you to read the indentures, which are exhibits to the registration statement. We are a holding company and conduct substantially all of our operations through subsidiaries. As a result, claims of the holders of the debt securities will generally have a junior position to claims of creditors of our subsidiaries, except to the extent that JPMorgan Chase may be recognized, and receives payment, as a creditor of those subsidiaries. Claims of our subsidiaries creditors other than JPMorgan Chase include substantial amounts of long-term debt, deposit liabilities, federal funds purchased, securities loaned or sold under repurchase agreements, commercial paper and other borrowed funds. General Indenture Provisions that Apply to the Senior Debt Securities and the Subordinated Debt Securities Each indenture allows us to issue different types of debt securities, including indexed securities. Neither of the indentures limits the amount of debt securities that we may issue or provides you with any protection should there be a highly leveraged transaction, recapitalization or restructuring involving JPMorgan Chase. The indentures allow us to consolidate or merge with another corporation, or to convey, transfer or lease all or substantially all of our assets to another corporation. If one of these events occurs, the other corporation will be required to assume our responsibilities relating to the debt securities, and, except in the case of a lease, we will be released from all liabilities and obligations. The indentures provide that holders of a majority of the total principal amount of outstanding debt securities of any series may vote to change certain of our obligations or certain of your rights concerning the debt securities of that series. However, to change the amount or timing of principal, interest or other payments under the debt securities of a series, every holder in the series affected by the change must consent. If an event of default (as described below) occurs with respect to any series of debt securities, the trustee or holders of 25% of the outstanding principal amount of that series may declare the principal amount of the series immediately payable. However, holders of a majority of the principal amount may rescind this action. General Indenture Provisions that Apply Only to Senior Debt Securities We have agreed in the indenture applicable to the senior debt securities, which we refer to as the senior indenture, that we and our subsidiaries will not sell, assign, transfer, grant a security interest in or otherwise dispose of the voting stock of JPMorgan Chase Bank, National Association, which we refer to as the Bank, and 3